Current Report Filing (8-k)
24 December 2022 - 09:28AM
Edgar (US Regulatory)
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2022-12-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported):
December 23, 2022
ZYVERSA THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
001-41184 |
|
86-2685744 |
|
(State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
|
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
2200 N. Commerce Parkway,
Suite 208
Weston,
Florida,
33326
(Address
of principal executive offices) (Zip Code)
(754)
231-1688
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of Each Class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
|
Common Stock, par value $0.0001 per share |
|
ZVSA |
|
The Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company
☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
Reference
is made to that certain License Agreement, dated December 15, 2015,
by and between L&F Research LLC (“L&F Research”) and
Variant Pharmaceuticals, Inc. (the “License Agreement”). On
December 23, 2022, ZyVersa Therapeutics, Inc., a Delaware
corporation (the “Company”) entered into a Second Amendment to
Waiver of Certain Rights under License Agreement, by and between
L&F Research and ZyVersa Therapeutics, Inc., a Florida
corporation (“Old ZyVersa”), a wholly owned subsidiary of the
Company (the “Second Amendment”), amending the previously disclosed
Waiver Agreement, dated March 2, 2022, by and between L&F
Research and Old ZyVersa (the “Waiver Agreement”), as amended. The
Second Amendment further extends to March 31, 2023 the period that
L&F Research, LLC waives its right to terminate the L&F
License Agreement and exercise any other remedies thereunder, with
respect to $1,500,000 of aggregate milestone payments due to
L&F Research by the Company pursuant to the License Agreement.
All other terms of the License Agreement remain in
effect.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Date:
December 23, 2022 |
|
|
| |
By: |
/s/
Stephen Glover |
| |
Name: |
Stephen
C. Glover |
| |
Title: |
Chief
Executive Officer |
ZyVersa Therapeutics (NASDAQ:ZVSA)
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